Lei Meng - Jan 22, 2024 Form 4 Insider Report for Dianthus Therapeutics, Inc. /DE/ (DNTH)

Role: Director
Signature: LEI MENG, /s/ Adam Veness, as attorney-in-fact for Lei Meng
Stock symbol: DNTH
Transactions as of: Jan 22, 2024
Transactions value $: $39,998,163
Form type: 4
Date filed: 1/24/2024, 06:55 PM
Previous filing: Sep 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DNTH	Common Stock	Award	$18M	+1.5M	+123.2%	$12.00	2.72M	Jan 22, 2024	See footnote	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DNTH	Pre-Funded Warrants (Right to Buy)	Award	$22M	+1.83M		$12.00	1.83M	Jan 22, 2024	Common Stock	1.83M	$0.00	See footnote	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of an aggregate of 1,500,000 shares of common stock purchased by clients of Avidity Partners Management LP from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
F2	The reported securities are held by clients of Avidity Partners Management LP and may be deemed to beneficially owned by (i) Avidity Partners Management LP, (ii) Avidity Partners Management (GP) LLC, the general partner of Avidity Partners Management LP and (iii) each of David Witzke and Michael Gregory, the managing members of Avidity Partners Management (GP) LLC. Lei Meng, an employee of Avidity Partners Management LP, is a director of the Issuer. Avidity Partners Management LP, Avidity Partners Management (GP) LLC, Mr. Witzke and Mr. Gregory may be considered directors by deputization due to their affiliation with Ms. Meng. Each Reporting Person disclaims beneficial ownership of these shares except to the extent of its, his or her pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F3	Consists of Pre-Funded Warrants to purchase up to an aggregate of 1,833,333 shares of common stock purchased by clients of Avidity Partners Management LP from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Exchange Act.
F4	The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.